Via
Federal Express and Electronic Submission
June
8,
2006
Securities
and Exchange Commission
Division
of Corporation Finance
Mail-Stop
6010
100
F
Street, N.E.
Washington,
D.C. 20549
Attention:
Gregory S. Belliston
RE: OXIS
International, Inc.
Preliminary
Schedule 14A
Filed
June 5, 2006
File
No.
0-08092
Dear
Mr.
Belliston,
We
hereby
transmit for filing Amendment No. 1 to our Preliminary
Schedule 14A (File
No.
0-08092).
In
addition, this cover letter is being filed on EDGAR in response to the Staff’s
comment letter to us, dated June 7, 2006, in connection with our Preliminary
Schedule 14A. Responses to the comment contained in the comment letter follow
the text of the comments below.
1. Text
of
comment: Proposal
No. 2, page 13:
Please
disclose whether you currently have any plans to issue any of the shares that
would be authorized through this proposal. If you do, please describe the plans
and state how many shares will be issued pursuant to each such
plan.
RESPONSE:
We do not have any current plans to issue any of the shares that would be
authorized through the proposal referred to in the comment. Our Preliminary
Schedule 14A has been amended to include a statement consistent with this
response, on page 11 of the document. We are providing a marked copy of the
amendment for your review.
Please
do
not hesitate to contact the undersigned at (650) 931-1163 or Rich Scudellari
of
Morrison & Foerster, LLP at (650) 813-5880 should you have any questions
about the contents of this letter or the Preliminary Schedule 14A.
Sincerely,
/s/
Michael D. Centron
Michael
D.
Centron
Vice
President & Chief
Financial Officer
OXIS
International, Inc.
|
cc:
|
Rich
Scudellari, Morrison & Foerster,
LLP
|
